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MJS.V ·

Majestic GOLD Corp. Reports 2017 Q2 Results

Financials

MAJESTIC GOLD CORP. REPORTS 2017 Q2 RESULTS

Vancouver, British Columbia – May 23, 2017 - Majestic Gold Corp. (“Majestic” or the “Company”)

(TSX.V: MJS, FSE: A0BK1D) reports its financial and operational results for the second quarter ended

March 31, 2017. This release should be read in conjunction with the Company’s unaudited condensed

consolidated interim financial statements and associated management discussion and analysis (“MD&A”)

for the same period that are available on SEDAR ( www.sedar.com) and www.majesticgold.com. The

following financial results are expressed in US dollars unless otherwise stated.

OVERVIEW

 Gold production from the Songjiagou Gold Mine for the second quarter of 2017 was 5,811 ounces, a

6% increase over the comparative 5,497 ounces produced for the second quarter of 2016. Total ounces

produced for the six month period ended March 31, 2017, was 11,653 ounces compared to 12,710

produced in the 2016 comparative six month period. The higher gold production in the prior period can

be attributed to approximately 30,000 tonnes of higher grade fine fraction material that was processed

during the first quarter of 2016;

 Tonnes milled for the second quarter of 2017 was 413,214 tonnes with an average head grade of 0.54

g/t compared to 442,331 tonnes milled with an average head grade of 0.44 g/t in the 2016 comparative

quarter. Tonnes milled for the six months ended March 31, 2017, was 826,524 tonnes with an average

head grade of 0.51 g/t compared to 860,881 tonnes milled with an average head grade of 0.51 g/t for

the 2016 comparative six month period. The average head grade for the 2016 comparative period was

supported by the processing of approximately 30,000 tonnes of higher grade fine fraction material;

 Gold sales reve nue for second quarter of 2017 was $9.5 million from the sale of 7,716 ounces at an

average realized gold price of $1,234 per ounce compared to gold sales revenue for the second quarter

of 2016 of $10.3 million from the sale of 9,259 ounces at an average r ealized gold price of $1,115 per

ounce. The 8% decrease in gold sales revenue for the current period is due to a 17% drop in the

number of ounces and is partially offset by an 11% increase in the average realized gold price over the

2016 comparative quart er. Total gold sales revenue for the first six months of 2017 is $13.5 million

compared to the $14.7 million for the 2016 comparative period;

 Total cash costs decreased by 24% to $760 per ounce for the second quarter of 2017 compared to cash

costs of $1,0 04 per ounce for the second quarter of 2016. Total cash costs for the six months ended

March 31, 2017, were $787, a 22% decrease compared to $1,012 for the 2016 comparative six month

period. The lower total cash costs also lead to a 21% decrease of all -in sustaining costs (“AISC”) to

$848 per ounce for the second quarter of 2017. The Company was able achieve lower total cash costs

and AISC for the first six months of fiscal 2017 through negotiating an amendment to its mining

agreement lower mining and proce ssing fees. See pages 14 -15 of the MD&A for calculation of these

Non-IFRS measures;

 General and administrative (“G&A”) expenses were $749,978 for second quarter of 2017 compared to

$630,546 for the 2016 comparative quarter;

 On January 31, 2017, the Company issued 72, 500,000 units at CAD$0.135 per unit for total

subscription proceeds of CAD$9,787,500 (USD $7,521,694). Each unit consisted of one common share

306 - 1688 152nd Street

Surrey, British Columbia

Canada, V4A 4N2

Telephone: 604-560-9060

Facsimile: 604-560-9062

Email: [email protected]

and one common share purchase warrant entitling the holder to purchase an additional common share

at CAD$0.155 fo r a period of two years from date of issuance. The Company incurred share issue

costs of $35,148 (USD$27,011). Proceeds from the private placement will be used to partially fund

construction of housing for inhabitants of two villages that are being reloca ted due to their close

proximity to the Songjiagou open pit operation and for general working capital purposes; and

 The Company continues its underground development on the Songjiagou North property and has

progressed in developing 698 meters of the 2,075 meter ramp. The Company anticipates the

development to be completed at Songjiagou North in late fiscal 2018 or early fiscal 2019.

FINANCIAL INFORMATION

Three months ended March 31, Six months ended March 31,

2017 2016 2017 2016

Operating data

Gold produced (ozs) 5,811 5,497 11,653 12,710

Gold realized net of smelting fees (ozs) 5,363 5,207 10,771 12,183

Gold sold (ozs) 7,716 9,259 10,835 12,796

Average realized gold price ($/oz sold) $ 1,234 $ 1,115 $ 1,247 $ 1,148

Total cash costs ($/oz sold) (1) 760 1,004 787 1,012

All-in sustaining costs ($/oz sold) (1) 848 1,075 907 1,114

Financial data

Total revenues $ 9,602,677 $ 10,434,943 $ 14,879,403 $ 14,879,403

Gross profit (2) 2,705,984 475,669 3,639,173 379,491

Adjusted EBITDA (1) 3,071,795 516,194 3,883,498 681,261

Net profit (loss) 1,385,856 (1,514,070) 1,705,556 (2,144,926)

Net profit (loss) attributable to

shareholders 887,235 (1,454,033) 1,033,726 (2,003,032)

Basic and diluted gain (loss) per share 0.00 (0.00) 0.00 (0.00)

March 31, September 30,

2017 2016

Cash and cash equivalents $7,556,399 $9,037,258

Total assets 99,071,389 93,305,139

Total debt 29,545,689 33,038,286

(1) See “Additional Non-IFRS Financial Measures” in the Company’s MD&A.

(2) “Gross profit ” represents total revenues, net of cost of goods sold.

About Majestic Gold

Currently focused solely in China, Majestic Gold Corp. is a British Columbia based company engaged in

commercial gold production at the Songjiagou Gold Mine in eastern Shandong Province, China.

Additional information on the Company and its projects is avai lable at www.sedar.com and on the

Company’s website at www.majesticgold.com.

For further information, please contact:

Stephen Kenwood, P.Geo., President and CEO

Telephone: (604) 560-9060

Email: [email protected]

Website: www.majesticgold.com

Cautionary Notes

Certain statements contained herein may constitute forward‐looking statements and are made pursuant to the

"safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and Canadian

securities laws. Forward‐looking statements are statements which relate to future events. Such statements

include estimates, forecasts and statements as to management's expectations with respect to, among other

things, business and financial prospects, financial multiples and accretion estimates, future trends, plans,

strategies, objectives and expectations, inc luding with respect to production, exploration drilling, reserves and

resources, exploitation activities and events or future operations. Information inferred from the interpretation of

drilling results and information concerning mineral resource estimates may also be deemed to be forward -

looking statements, as it constitutes a prediction of what might be found to be present when, and if, a project is

actually developed.

In some cases, you can identify forward‐looking statements by terminology such as "may ", "should", "expects",

"plans, "anticipates", believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or

other comparable terminology. These statements are only predictions and involve known and unknown risks,

uncertainties and other factors that may cause our or our industry's actual results, level of activity, performance

or achievements to be materially different from any future results, levels of activity, performance, or

achievements expressed or implied by these forward‐looking statements.

While these forward‐looking statements, and any assumptions upon which they are based, are made in good

faith and reflect our current judgment regarding the direction of our business, actual results will almost always

vary, som etimes materially, from any estimates, predictions, projections, assumptions or other future

performance suggestions herein. Except as required by applicable law, Majestic Gold does not intend to update

any forward‐looking statements to conform these statements to actual results.